Embed Size (px)
Citation preview
Tilburg University
M&A waves and its evolution throughout history
Name: T.J.A. Nouwen – s685341
Supervisor: E. Pikulina
Course: Bachelor Thesis
Date: 27-05-2011
Abstract M&A activity is a topic that has been widely investigated throughout history and this
paper attempts to summarize the characteristics of different waves that seem to be
inherent in the activity of mergers and acquisitions. These, so called, waves are compared
with one another to see how the climate of mergers and acquisitions has changed over the
last century. In comparing the different waves the paper also indicates factors that drive
the occurrence of M&A waves. The results comes from the extensive literature on mergers
and acquisitions and this paper tries to give a clear overview of M&A activity and how it
evolved during every wave. Focus will also be on the performance of the mergers and
acquisitions in every wave to see whether M&A’s have an economic significance.
Especially, the performance for shareholders is investigated.
In summary, this paper will provide an overview of the merger waves of the last century
and will try to give a clear and concise explanation of the occurrence of merger waves.
I. Introduction
The field of M&A is one in which research is abundant and therefore there has been a lot of
research with respect to the occurrence of merger and acquisition waves and about different
characteristics of them. Before analyzing these results we should first define a merger and an
acquisition. Mergers and acquisitions are „fusions‟ of two or more companies to attain certain
strategic goals. Furthermore, we can divide mergers as being either horizontal, vertical or as a
conglomerate. A horizontal merger is the combining of companies that compete in the same
industry. Vertical mergers are mergers when a company merges with its suppliers or
distributors. Conglomerate mergers take place when companies from unrelated industries
merge.
In the M&A process there are usually bidding and target companies, where the target
company is a potential takeover target for the bidding firm. Although we speak of mergers
and acquisition, there is usually one‟ bigger‟, or dominant, company that acquires the other.
The rest of the paper will therefore distinguish between target and bidding companies.
There are different stakeholders affected by mergers and acquisitions. Besides the target and
bidding shareholders, also the employees and creditors of the merging companies are affected.
Furthermore, other stakeholders like tax authorities, suppliers, customers, communities are
also affected by the process of mergers and acquisitions.
In describing the characteristics of the M&A waves the method of payment is also very
important. The bidding company can offer cash or equity shares, or a combination of both, in
order to acquire the target firm. Furthermore, the bid on the target company can either be
hostile or friendly which can also be a describing factor of a merger and acquisition wave.
After evaluating and describing the characteristics of the merger and acquisition waves the
paper also provides an overview of the influence of these characteristics on company
performance. Is there a difference in performance between a cash bid and an equity bid? And,
do the strategic characteristics of the takeover deal have an influence on the success of the
acquisition? So, do horizontal acquisitions outperform vertical acquisitions, for example?
Focus will be on the performance of the bidding and target shareholder.
The remainder of the paper is divided into 4 sections. Section 2 will review previous literature
about the different merger and acquisition waves that have occurred and I will compare them
accordingly, section 3 will describe the theories that lie behind the occurrence of M&A
waves. In section 4 the performance of mergers and acquisitions for the bidding and target
shareholders is evaluated. Finally, section 5 will conclude with a short summary and I will
highlight areas where future research could be complementary.
The main goal of this paper is to provide the reader with a clear understanding of M&A
activity of the past century, that the activity is clustered in waves, and what the economic
theories behind these waves are. Furthermore, I will also present an overview of the
performance of M&A activity.
II. History of Merger Waves
The activity in mergers and acquisitions in the past century shows a clustering pattern. The
clustering pattern is characterized as a wave and they occur in burst interspersed with relative
inactivity (Sudi Sudarsanam (2003)). When we discuss these merger waves, economics
usually refer to 5 specific waves starting from 1890. The length and start of each wave is not
specific, but the end of each wave usually falls with a major war or the beginning of a
recession/crisis. Furthermore, the first and second wave was only relevant for the US market,
while the other waves had more geographical dispersion. Especially in wave five, where
besides US, UK and continental Europe, Asia also had a significantly increased M&A market.
A general conclusive theory about the M&A waves is not available yet, although there seems
to be industry-specific factors that trigger the waves because different industries experience
increased M&A activity at different times (Sudi Sudarsanam (2003)). The available
perspectives about the occurrence of M&A waves will be discussed in the next section, this
section will identify characteristics of each wave.
Wave #1: 1893-1904
The first wave followed after a period of economic expansion, and an important characteristic
was the simultaneous consolidation of manufacturers within one industry (Sudi Sudarsanam
(2003)). This within industry consolidation led to horizontal consolidation of major industries
and created the first „giants‟ in the oil, mining and steel industries, among others.
Furthermore, the horizontal mergers led to the creation of monopolies. According to Stigler
(1950), mergers “permit a capitalization of prospective monopoly profits and a distribution of
portions of the capitalized profit”. In 1890 the Sherman Antitrust Act1, which limits cartels
and monopolies, was passed but it was not yet clear in the beginning so the direct impact was
limited (Stigler, 1950). The creation of monopolies was therefore not being restricted.
The first wave was also characterized by „friendly‟ deals and by cash financing. Having said
this, we still do not know why the merger wave started in the first place.
In the first place, laws on incorporations2 were evolving and were implemented more
rigorously at the end of the nineteenth century. Before proper legislation, entrepreneurs had an
unlimited liability on their assets which means that growth of your company also means
greater exposure and greater risk. Improvement of laws on incorporations led to limited
liability for entrepreneurs. Furthermore, economic expansion and the development of the
modern capital market, i.e. the improvement of the New York Stock exchange, also boosted
the number of mergers because capital needed to acquire, or merge, became more accessible.
The end of the first wave came due to a more rigorous enactment of the new antitrust laws,
e.g. the Sherman Antitrust Act. Besides this, the stock market crashed around 1905 which
resulted in a period of economic stagnation. Furthermore, the beginning or threat of the First
1 Sherman Antitrust Act: purpose was to restrict the combination of entities that could limit competition
unlawful. 2 Incorporate: combined into one united body; casu quo: merged.
World War is also pointed as a cause of the end of the first identified wave, also known as the
„Great Merger Wave‟.
Wave #2: 1910s-1929
The second merger wave started in the 1910s, where the primary focus of merger activity was
in the food, paper, printing and iron industry but the wave was significantly smaller in
magnitude than the first wave. Where the first wave exceeded more than 15% of the total
assets in the US market, the second wave had in impact of less than 10% (Sudi Sudarsanam
(2003)). The second wave followed after the First World War in times of economic recovery
and increasing concerns about monopoly power. As opposed to the first wave, this wave
characterizes itself as a creator of oligopolies. At the end of the wave, industries were no
longer dominated by one large corporation, but rather by two or more. Especially small
companies, which „survived‟ the previous wave, were active on the M&A market. The
objective of these companies was to gain economies of scale so that they were better equipped
against the power of the previous monopolist. Logic behind the emergence of the oligopolies
is that the merged companies of the previous wave were faced with restricted resources due to
the previous crisis and greater enforcement of antitrust laws, especially the Sherman‟s act
(Stigler, 1950).
Similar to the first wave was the „friendly‟ character of the deals, but the prevalent source of
financing switched from cash to equity.
The end of the second merger wave was caused by the market crash of 1929 which started the
„Great Depression‟ which led to a world-wide depression in the following years.
Wave #3: 1955-1975
Due to the „Great Depression‟ and the following Second World War, the activity on the M&A
market slowed down significantly. The new wave started only in the 1950‟s and coincided
with further restrictions which needed to prevent anticompetitive mergers and acquisitions.
This resulted in the development of a new business organization. Mergers in the first and
second wave usually involved horizontal (wave 1) or vertical (wave 2) integration, but the
third wave gave rise to the concept of diversification. Similar to the second wave was that
equity was the dominant source of financing.
The method of diversification led to the rise of conglomerates, which are large corporations
that consists of numerous businesses not necessarily related. Example of a conglomerate is
General Electric, which has interest in a vast number of businesses including healthcare,
transportation and energy. Diversification can be a method to reduce the cash flow volatility
through reduction in the exposure to industry specific risk. The conglomerate will be less
vulnerable to shocks in one industry because it generates income in different, maybe
unrelated, industries so that loss of income in one industry can be offset by other industries.
Due to conglomerate creation, growth opportunities in unrelated businesses can be exploited.
Finally, a conglomerate will create its own internal capital market which is especially useful
when outside capital is expensive.
The diversification process also led to changes in the market structure. Chandler (1991) with
his concept of the Multidivisional Enterprise stated that: “structure follows strategy and the
most complex type of structure is the result of concatenation of several basis strategies”.
Interpretation can be that the strategy of corporations leads to changes in the market structure.
The diversification led to an increased distance between the managers at the headquarters and
the divisional managers. Besides possible inefficiencies associated with increased
communication lines, the addition of the numerous businesses also led to a decision overload
at the company headquarters (Chandler (1991)).
Whether the third wave began due to the stricter enactment of antitrust laws which led to
increased diversification and „empire‟ building is still up for debate. Clear is that in the third
wave the percentage of corporations active in unrelated business increased from 9% to 21%
among the Fortune 500 companies, which suggest that diversification plays a key role in the
third wave (Sudi Sudarsanam (2003))
The third merger wave slowed down and the end of the 1970s and collapsed completely in
1981 when there was an economic recession due to a significant oil crisis.
Wave #4: 1984-1989
The fourth merger wave started in the 80s, and was quite different then its previous one.
Foremost, the bids were usually hostile which meant that the bids did not have the target‟s
management approval. Second, the size of the target was also significantly larger than in the
previous wave. Furthermore, the dominant source of financing shifted from equity to debt and
cash financing.
According to Ravenscraft (1987) the beginning of the wave could have been a bargain hunt
taken place in a depressed stock market, where the conglomerates of the previous wave
divested their divisions. Sudi Sudarsanam (2003) states that in the fourth wave divestitures
constituted about 20-40% of the M&A activity. Apparently there was a simultaneously
expansion and downsizing of businesses, where the expanding corporations made use of the
divestitures to increase their competitive position (Sudi Sudarsanam (2003)).
Schleifer and Vishny (1991) view the new merger wave as one that is characterized by „bust-
up‟ takeovers, where large parts of the target were divested after acquiring. Besides these
bust-ups, the concept of leveraged buy-out (LBO) emerged. In a LBO, the firms‟ own
management uses large amounts of outside debt to acquire the company. After acquisition,
large fractions of the assets are sold as was the case with the bust-up takeovers.
The fourth wave started to eliminate the inefficiencies that were created by the conglomerate
mergers in the third merger wave. Morck, Schleifer and Vishny (1990) show that in the 1980s
a bid on a target firm, which is competing in the same industry, has a positive relationship
with stock market return for the shareholders of the bidding firm. For bids on unrelated
targets the opposite holds. This indicated that the market had a negative attitude towards
unrelated diversification, a strategy appreciated in the third merger wave.
After 1989 M&A activity gradually slowed down and yet another stock market crash led to
the end of the wave.
Wave #5: 1993-2000
The 1990s was a decade of great economic prospect. The financial markets were booming and
a globalization process was developing. The merger activity also boomed in continental
Europe where it almost equaled the US market. Due to globalization the number of cross-
border acquisitions increased significantly. In order to keep up with the economic growth and
the global opportunities, organizations searched outside their domestic borders to find a target
company. Growth was an important driver for merger activity. Corporations wanted to
participate in the globalization of the economy. This created some „mega‟ deals that were
unthinkable before this wave. Some major mergers were: Citibank and Travelers, Chrysler
and Daimler Benz and Exxon and Mobil.
The fifth wave started due to technological innovations, i.e. information technology, and a
refocus of corporations on their core competences to gain competitive advantage (Sudi
Sudarsanam (2003)). This resource-based view leads to a better focus to gain a sustainable
competitive advantage through the best use of their resources and capabilities.
The nature of the merger was prevalent friendly, and the dominant source of financing was
equity.
The end of the wave was once again caused by an economic recession. The beginning of the
new millennium started with the burst of the internet bubble, causing global stock markets to
crash.
M&A waves summarized
The walk over the mergers and acquisitions waves from the past century draws a picture about
the evolution of M&A activity, and about different corporate strategies. The first three waves
occurred during periods of economic boom and a flourishing stock market, the end of the
waves were due to economic recessions usually preceded by a stock market crash (Sudi
Sudarsanam (2003)). The fourth and fifth waves were respectively due to increased
enforcement of anti-trust laws and technological innovations which led to the redeployment of
assets (Jovanovic and Rousseau (2002)). Furthermore, Sudi Sudarnsanam (2003) states that
M&A waves are usually accompanied with high economic growth, technological innovations,
recovery form economic recession and a rising stock market.
The focus of corporations also shifted in the different waves, whereas the first wave was
directed to monopoly building with a significant impact on industry structure while the fifth
wave was characterized by globalization with limited effect on industry structure. M&A
activity in the last century is industry specific. The clustering of mergers and acquisition is
focused on different industries. Gort (1969) argues that different industries are affected
differently by economic shocks. In the first wave the oil, mining and steel industry were
subject to increased M&A activity while in fifth wave, for example, the industries involved
with information technology were most active in M&A activity. So there is a considerable
amount of dispersion between active industries in the different M&A waves.
Geographical dispersion is also very different between the waves. The first and second wave
predominantly existed in the US, while from wave three onwards the M&A activity in Europe
increased significantly. The last was really a global M&A wave, where also the activity in
mergers and acquisitions increased substantially in Asia.
The dominant source of payment also gives an interesting picture about the changing climate
of the capital market and corporate strategy. In the first wave, cash was the prevalent way of
financing the deal. This was probably due to the fact that the capital market was only just
beginning to development. In the second, third and fifth wave, equity was the dominant form
of financing whilst the fourth wave is characterized by cash and debt financing. Most likely,
this was due to the hostile character of most deals and the significant increase in LBO‟s.
See the table below for a summary of the completed waves of the past century.
Wave # 1 Wave # 2 Wave # 3 Wave # 4 Wave # 5
Period 1893-1904 1910s-1929 1955-1975 1984-1989 1993-2000
Predominant means of payment
Cash Equity Equity Cash / Debt Equity
M&A outcome
creation of monopolies
creation of oligopolies
Diversification / conglomerate building
‘bust-up' takeovers; LBO
Globalization
Predominant nature of M&A
Friendly Friendly Friendly Hostile Friendly
Beginning of wave
Economic expansion; new laws on incorporations; technological innovation.
Economic recovery; better enforcement of antitrust laws.
Strengthening laws on anti-competitive M&A's; Economic recovery after WW 2.
Deregulation of financial sector; Economic recovery.
Strong economic growth; Deregulation and privatization.
End of wave Stock market crash; First World War.
The Great Depression.
Market crash due to an oil crisis.
Stock market crash.
Burst of the internet bubble; 9/11 terrorist attack.
III. Theory behind the occurrence of merger waves
After giving the characteristics of the different waves in the past century I will now turn to the
theories that could be underlying these waves. These theories can be roughly divided into
three groups. A first group relates merger waves to changes, casu quo shocks, in the business
environment. These changes, like an economic boom or changed regulation on competition,
should result in an increase in M&A activity. Another group suggests that merger waves are
driven by managerial decisions. Where managers make irrational decisions or act only out of
self-interest. This may refer to the occurrence of „empire‟ building in the third merger wave.
The last group suggests that the development of the capital market is underlying the merger
waves and relates the occurrence of waves to market timing.
Business environment changes
Martynova and Renneboog (2008) state that economic factors that trigger firms to restructure
as a response to changes in the business environment is one point of view which could explain
the occurrence of M&A waves.
Gort (1969) created the economic disturbances model, in which he states that economic
disturbances generate discrepancies in valuations needed for mergers. These discrepancies in
valuations exist due to different opinions about the true value of the target. According to Gort,
these discrepancies are necessary in order for mergers to arise. „Dramatic‟ changes in
economic factors, i.e. economic disturbances, will therefore create the discrepancies in
valuation and lead to increased M&A activity. In his empirical part, conducting an industry
analysis on the US market from 1951 till 1959, Gort also concluded that economic growth and
capital market conditions have a positive relationship to the merger rate3.
Another model from Lambrecht (2004), which illustrates the timing and terms of M&A‟s in a
dynamic environment, shows there is a positive relation between product market demand and
the gains from mergers driven by economies of scale. Lambrecht interprets this by saying that
mergers arise in rising product markets. The cyclical pattern of product markets could
therefore indicate a pattern of M&A activity.
Maksimovic and Phillips (2001) analyze the market for corporate assets. They use plant-level
data between 1974 and 1992 for the US market to draw a picture about the determinants of
mergers and acquisitions and about (partial-) firm asset sales between industries. The results
indicate that efficient firms are more likely to buy (part of) less productive firms when the
industry undergoes a positive demand shock. Increase in (industry) demand could therefore
lead to increased M&A activity.
Technological changes are also believed to have an impact on the market for M&A. The Q-
theory of Mergers created by Jovanovic and Rousseau (2002), models „technological change‟
and says that the rate of investment should increase with the incremental Q. The Q of a firm is
the market value divided by the replacement cost of capital. According to Jovanovic and
3 The merger rate is the number of acquisitions with respect to the number of businesses in the relevant sector
and is a proxy for M&A activity.
Rousseau an increase in the firm‟s Q should lead to increased investments. They also argue
that the inter-firm dispersion of the Q explains M&A activity and they state that the first,
second, fourth and fifth wave were the result of profitable reallocation opportunities. About
the third wave, no such relation could be given. Martynova and Renneboog (2008) connect
the reallocation opportunities to the technology development of electricity and the internal
combustion engine respectively for the first and second M&A wave. The development of
microprocessors marked the beginning for the fourth wave and improvement information
technology was a main factor for wave number five.
Research conducted by Andrade et al (2001) for the US market spanning from 1962 to 1998
shows that each wave is different with respect to the industries that are experiencing
significant M&A activity. This could indicate that M&A activity is, at least partly, due to
industry-level shocks. Andrade et al (2001) suggest that technological innovations, supply
shocks and deregulation are possible drivers for the M&A waves. Technological innovations,
as was also stated by Jovanovic and Rousseasu (2002), can lead to M&A activity due to the
creation of excess capacity (which could indicate a higher Q).
Another study done by Mitchell and Mulherin (1996) also researched M&A activity on an
industry level. The study investigated the US market for the period 1982-1989 and stated that
mergers and acquisitions are frequently the most cost-efficient way in order to respond to
economic shocks. The study defines an economic shock as any factor, whether expected or
unexpected, that alters industry structure. M&A‟s are according to Mitchell and Mulherin
(1996) the most appropriate way of coping with the changed industry structure and the fourth
wave is therefore not about the divestures of conglomerates but about reacting to a changing
industry.
The analysis done at industry-level is complemented by a study from Andrade and Stafford
(2004) which state that M&A activity is partly due to industry-level shocks and partly due to
firm specific factors. According to them the fifth wave is the result of strategic, synergistic
factors and not about industry restructuring like wave number four. Industry expansion, i.e.
growth, was according to Andrade and Stafford (2004) the main driver behind the fifth wave
resulting in increased globalization and cross-border acquisitions. In contrast with the fifth
wave, M&A activity in the 1970s and 80s was driven by industry-level shocks. Martynova
and Renneboog (2008) state that in the fourth wave the build-up of excess capacity forced
industries to reallocate assets by way of mergers.
Another viewpoint stretches the importance of financial flexibility in M&A activity. A study
conducted by Hartford, for the period 1950-1994, concluded that in the US cash-rich firms are
more likely to be active on the M&A market. The liquidity created through increased cash
buffers can play an important strategic role in imperfect capital markets deriving from
asymmetric information (Hartford (1999)). The build-up of large cash reserves happens
according to Martynova and Renneboog (2008) most probably in times of capital market
growth and M&A activity should therefore be clustered in these periods. Another study done
by Hartford (2005), spanning from 1981 till 2001, researched whether M&A waves occur due
to market timing or industry shocks. The study stated that M&A waves, in general, occur due
to economic, technological or regulatory shocks but only when there is sufficient liquidity.
The occurrence of a wave therefore depends on the existence of a significant shock and the
presence of cash buffers (Hartford (2005)).
Managerial behavior
Besides the viewpoint that economic factors explain the occurrence of M&A waves there also
exists a viewpoint regarding agency problems and the overconfidence of managers
(Martynova and Renneboog (2008)). This viewpoint relies on empirical studies stating that
M&A activity destroys corporate value.
Agency problems exist when there are conflicts of interest between the agent (i.e. the
managers) and the principal (i.e. the shareholders) (Jensen (1986)). These agency problems
can exist due to large free cash flows4 that are at the deposition of managers. According to
Jensen (1986), the existence of large free cash flows gives the managers incentives to grow
beyond there optimal size. Managers perceive growth as a way to increase their power
(increased resources under control) and growth is also affiliated with increased compensation
(Murphy (1985)). When this growth goes beyond the optimal size, a conflict is created
between the manager and the shareholders. These agency problems arising from large
amounts of free cash flow can create M&A waves in times of industrial shock or the presence
of booming financial markets (Jensen (1986)). According to Martynova and Renneboog
(2008) the availability of large amounts of free cash flow enables managers to make negative
present value investments.
A study conducted by Schleifer and Vishny (1991) state that due to free cash flow managers
invest in unrelated diversification leading to negative performance for the bidding
shareholders in the long run. This „empire‟ building, due to access to large amounts of free
cash, explains the occurrence of the third M&A wave (Schleifer and Vishny (1991)). Agency
problems resulting from free cash flows are therefore underlying the third M&A wave. The
fourth wave is, according to Schleifer and Vishny (1991), a reversal of the conglomerate
wave.
Amihud and Lev (1981) researched what the influence of risk reduction is on conglomerate
building. They state that a conglomerate merger will lead to reduced risk for the combined
entity because of reduced earnings volatility. But according to them, diversification does not
add value to the bidding shareholders because they can duplicate the investment with a
„homemade‟ investment portfolio. Although the conglomerate merger does not add value for
the bidding shareholder, the manager has incentives to undergo mergers and acquisitions
because it reduces the employment risk5. So availability of free cash flow, „empire‟ building
and risk reduction (i.e. reduction of employment risk) are agency problems, or the result of
agency problems, underlying at least the third M&A wave.
4 Free cash flow is the excess of cash flow that is required to undergo all net present value acquisitions (Jensen
(1986)). 5 Employment risk: risk of losing job, professional reputation, etc. which is largely un-diversifiable (Amihud and
Lev (1981).
The agency problems discussed above give explanations for the occurrence of mergers and
acquisitions. But the clustering characteristic of mergers and acquisitions seem to be triggered
by economic factors, also indicated by Jensen (1986) who stated that an industrial shock or a
flourishing financial market could lead to the build-up of large amounts of free cash flow
leading to agency problems and increased activity in mergers and acquisitions. Another
viewpoint on M&A tries to explain mergers and acquisitions and the occurrence of waves
with the hubris hypothesis and herding. Roll (1986) introduced the hubris hypothesis
suggesting that hubris, i.e. arrogance or overconfidence, explains the occurrence of mergers
and acquisitions. According to Roll (1986), managerial hubris, arises due to overconfident
managers believing that they can manage the target firm more efficiently. Martynova and
Renneboog (2008) argue that the hubris hypothesis explains unsuccessful M&A‟s in each
wave. According to the hubris hypothesis, „overconfident‟ managers overstate the increase in
economic value of the combined corporation resulting in inflate takeover premiums.
The concept of herding implies that managers just mimic investment behavior of other
managers, disregarding their own private information (Scharfstein and Stein (1990)).
According to The General Theory of Keynes (1936, pages 157-58) managers „follow the
herd‟ if they are concerned about judgments upon their investment decision making by others.
Scharfstein and Stein (1990) state in their paper that herd behavior will most probably arise
due to reputational incentives or the presence of unpredictable investment outcomes. This
unpredictability makes managers follow others because then a „sharing-the-blame‟ effect
arises in case of unfavorable investment outcomes.
The combination of herding and the hubris hypothesis constructed by Roll could therefore be
an explanation for the clustering of mergers and acquisition. Because herding will lead to
mimicking behavior of competitors, successful mergers and acquisitions will lead to increased
M&A activity by other firms (Martynova and Renneboog (2008)). Due to the imitating
behavior of the „following‟ firms (the herd), some M&A‟s will be biased with managerial
hubris leading to inferior performance for the combined corporation. This is supported by
research done by Hartford (2003) arguing that first-movers in a wave have an advantage
because they will likely buy the „best‟ targets. The research concludes that in the US market,
for the period 1981-2000, abnormal returns for bidding firms are lower for mergers and
acquisitions taken place at a later stage of the wave.
Market timing
The last viewpoint on the occurrence of M&A waves focuses on the theory that market timing
triggers increased M&A activity in times of financial boom. Myers and Majluf (1984) argue
that in times of financial boom managers make use of their „overvalued‟ equity to invest in
other firms. When managers believe that their stock is overvalued they could exchange these
for real assets, although this only holds for mergers and acquisition paid for in stocks.
A study conducted by Schleifer and Vishny (2003) on the fifth merger wave concluded that
the occurrence of M&A waves is related with the boom of financial markets and the
overvaluation of stocks. In times of financial boom stocks tend to be overvalued but this
overvaluation varies significantly across firms. The management of firms with less
overvalued stocks will therefore buy the more overvalued ones. According to Martynova and
Renneboog (2008) the theory assumes that the target manager maximizes his own short-term
benefits, therefore accepting the stock offer.
According to Martynova and Renneboog (2008) recent empirical studies show that the fifth
M&A wave is due to market timing from managers. The studies only show this relation with
M&A paid for in stock, for other means of payment no such relation could be given yet.
Furthermore, previous research could not provide evidence that the other waves were also
caused by market timing.
Summary
The theories presented in this section connect the occurrence of M&A waves to shocks or
changes in the business environment. Different perspectives are given on both industry and
firm-specific level and for different time frames. From the models we can say that there is no
single answer possible (yet?) which can explain the clustering pattern in mergers and
acquisitions. The respective waves seem to be explained by different models, for instance the
fourth wave is according to Jovanovic and Rousseasu (2002) due to technological innovations
while Mitchell and Mulherin (1996) state that the wave occurred as a response to industry
restructuring.
Other theories argue that the occurrence of M&A waves is due to the behavior of
management. For instance, Jensen (1986) argues that the existence of large amounts of free
cash flow leads to inefficient mergers and acquisitions. These free cash flows are built up
during times of booming financial markets. Besides the agency problems caused by the free
cash a flow theory, M&A activity is according to several theories related to managerial hubris
and herding. The clustering of mergers is according to this viewpoint due to the arrogance or
confidence, i.e. hubris, of managers about their ability to manage the target and about the
synergistic value existing between target and bidder.
The last viewpoint examined is about market timing and M&A clustering. According to these
theories, the M&A patterns exist due to the timing of takeovers in times of booming financial
markets.
IV. M&A performance
The existing literature shows a great deal of dispersion in the results on M&A success. This
depends upon the subject you are evaluating its success on and on how you are valuating this
success. For instance, you can evaluate the success for target and for bidding shareholders, or
you can look at long or short term success. The success measured also depends upon the
method of research. There are different approaches to measure the success of M&A, there are
accounting studies, surveys of executives, event studies, et cetera. Accounting studies look at
the reported financial statements and they test the success of M&A by looking at net income,
return on equity, earnings per share, et cetera. The event study examines abnormal returns
around the M&A announcement for the bidding or target shareholders. This paper will focus
mainly on event studies because in financial theories the wealth effect on shareholders is
usually the main objective, as they are residual the owners of the corporation and will lead to
efficient evaluation criteria (Martynova and Renneboog (2008)). Event studies are also the
predominantly study used in assessing M&A success. A (short-term) event study assumes that
when an M&A announcement occurs, the market assesses the new information and their
expectations will transfer to adjusted share prices (Martynova and Renneboog (2008)). The
abnormal returns, difference between realized and expected return, are then measured and
evaluated as the measure of success. For the long-term a similar method is used but a major
shortcoming is the difficulty in measuring the takeover effect in the share price (Martynova
and Renneboog (2008)). Furthermore, methods usually rely on market efficiency to
incorporate all the new information in the share prices.
A study conducted by Mueller (1980) observed that between 1962 and 1972 there was not a
significant increase or decrease in the profitability for merging firms. Commenting on the
results, he wrote:
No consistent pattern of either improved or deteriorated profitability can therefore be claimed
across the seven countries. Mergers would appear to result in a slight improvement here, a
slight worsening of performance there. If a generalization is to be drawn, it would have to be
that mergers have but modest effects up or down, on the profitability of the merging firms in
the three to five years following merger. Any economic efficiency gains from the mergers
would appear to be small, judging from these statistics, as would any market power increases.
Having said all of the above it is therefore difficult to assess the performance of mergers and
acquisition, and M&A waves because; “there are probably almost as many types of mergers
and acquisitions as there are bidders” (Grinblatt and Titman (2002)).
The remainder of this section will consist of analysis of short-term and long-term M&A
performance. Second, I will give a review of studies regarding performance for target and
bidding firms. Finally, the source of payment is evaluated in the effect it has on M&A
success.
Short-run performance
The bulk of research conducted on the short-term wealth effect of M&A‟s concludes that the
target and bidder shareholders combined are expected to create value (Martynova and
Renneboog (2008)). Research conducted by Leeth and Borg (2002), researching the US
market for the period 1915-1930, concluded that mergers in the second wave had a significant
abnormal positive return for target shareholders around 18%, but the target shareholders only
had an abnormal positive return of 0.38 percent.
For the third wave, similar results hold. Asquith (1983) conducted a research for the period
1962-1976 for the US market where it shows a positive short-term performance for target and
bidding shareholders, where the abnormal returns are respectively 6.20 and 0.20 percent.
Malatesta (1983), spanning the same period, gives similar results as Asquith only gives a
higher return for target shareholders.
Schwert (1996) conducted a research on the short-term performance for the fourth M&A
wave. The researched spanned from 1975-1991 and showed a positive abnormal return for
target and bidding shareholders of respectively 11.9 and 1.4 percent. Mulherin and Boone
(2000) conducted a research for the US market from 1990-1999. Their research concluded
that in the fifth merger wave target shareholders on average had a positive abnormal return of
21.2, while bidding shareholders had a slightly negative abnormal return of -0.37. Research
done by Ray and Forsyth (2004), for the US market from 1990-1998, give similar results for
wave number 5 only give a slightly positive abnormal return for bidding shareholders.
The research conducted on the short-term performance seems to be conclusive that target
shareholders outperform the bidding in all the different waves. Especially the bidding
shareholders do not seem to gain that much through mergers and acquisitions, they even incur
negative abnormal returns sometimes (Mulherin and Boone (2000)).
The papers above give abnormal returns for the entire sample. Let us now distinguish between
mergers and tender offers. Tender offers, in the US, mean that a bidding company offers a bid
for the shares directly to the shareholders with or without management‟s agreement (Sudi
Sudarsanam (2003)). Mergers that are made with management‟s agreement are usually
friendly deals, so tender offers will therefore probably be hostile. When we look at the
performance of tender offers research shows us that the effects or the same as above. Target
shareholders seem to outperform bidding shareholders in each wave, only now the abnormal
return is on average higher. Lang et al (1989) show that in the US for the period 1968 till
1986 the abnormal return for target shareholders in tender offers is 40.30 percent. Bidding
shareholders abnormal return is 0.01 percent. A study by Smith and Kim (1994) shows the
similar result for wave four with an abnormal return for target shareholders of 30.19 percent.
It appears to be that tender offers outperform „normal‟ mergers, at least for target shareholders
point of view.
Long-run performance
The long run performance for M&A is measured using the abnormal returns, also used for
short term performance, with an extended window of several years following the M&A
announcement. In order to measure the long-term effect of mergers and acquisitions different
benchmarks to calculate the abnormal returns are used in previous literature. The most
common are the market model and the CAPM model. The market model predicts the expected
return based upon the return of the market portfolio and the companies beta, i.e. the exposure
to the market risk. The Capital-Asset-Pricing model determines the required rate of return of
specific assets, i.e. the firm. This return is based upon the risk-free rate and the exposure to
market risk, i.e. the beta.
Malesta (1983) researched the long-term performance of M&A in the period 1969-74 (wave
3) for the US market using the Market Model. The results show a significant negative return
for the acquirer of -7.6 percent. Ellert (1976) shows similar results for the third wave and also
uses the Market Model, but these findings are not significant. A study conducted by Frank en
Harris (1989) researched the period 1955-1972 but uses the CAPM model. This model shows
a significant positive return of 4.5 percent.
The long-term performance in the fourth wave gives similar results. Agrawal et al. (1992)
results that the long-term abnormal returns for the acquiring firm are significantly negative
with -10.26 percent, using the CAPM model. Rau and Vermaelen (1998) researched the long-
term performance from 1980 till 1991 and also show a significant negative return for the
acquiring shareholder of -2.58 percent, using the CAPM model.
For wave number five Datta et al. (2001) conducted a research for the US market from (1993-
1998) resulting in a significant negative return for the acquiring shareholder of -10.67 percent.
The abnormal return in this research was calculated using the Market Model.
The returns for tender offers show different results. The studies done by Agrawal et al.
(1992), Rau and Vermaeln (1998) and Datta et al. (2001) all show positive abnormal returns
although none of these outcomes are significant.
In comparison with the short term performance, we can conclude that the abnormal returns for
mergers and acquisition decreases in the long run. According to Martynova and Renneboog
(2008) one reason for this can be that both long and short term performance are based upon
the assumption that capital markets are efficient. The expected gains from mergers and
acquisitions are frequently overstated, and when new information about the synergies is
available the capital market incorporates this in the share price.
Target vs. Bidding firm
Besides this, in an M&A transaction there are usually two primary players: target firm‟ and
the bidding firm‟ shareholders. Other players, like government or employers, are also affected
by a possible merger but are usually not taken under consideration because of difficulties in
assessing the effect of the merger on their wealth position. Research shows that there exists a
significant difference between target and bidding shareholders, usually favoring target
shareholders. For example Mulherin and Boone (2000) show that target shareholders in the
US in the period 1990-99 experience a significantly positive abnormal return of 21.2 percent
on the announcement day. A research conducted by Loughran and Vijh (1997) conclude that
target shareholders earn a five year post-acquisition return of 29.6 percent for mergers in the
period 1970-83 for the US market. On the other hand Mitchell and Stafford (2000) resulted
that acquiring firm‟s shareholders in the US achieve a significant negative return of –0.14
percent on the announcement day, with a sample period from 1961 till 1993. . Asquith (1983)
shows a positive announcement return of 3.48 percent for the US market between 1962 and
1976.
Source of financing
Another factor that determines if M&A creates value for shareholders is the payment by stock
or cash. Asquith, Brunner and Mullins (1990) studied this phenomenon for the period 1973-83
and concluded that an equity financed merger generates a lower excess return than their cash
merger equivalents in the US market for bidding shareholders. This is also in line with earlier
results that equity financing will have a negative announcement return. Others like Travlos
(1987) and Brown and Ryngaert (1991) reported similar results for the US in the same sample
period for bidding shareholders. Furthermore, Yook (2000) reported for the same period and
market that this difference comes from the signaling role of payment in cash or stock.
According to Yook an acquirer would be more likely to pay in cash when it believes the assets
are undervalued and it would pay in stocks when it believes the assets are overvalued.
Another reason for the (announcement) returns of stock-paid mergers being lower is due to
timing. Managers often time the issuance of stocks when they are priced high. This could
mean that the manager believes the stock is overpriced which gives a signal to the market.
This signaling leads to a decrease in the stock price on the announcement date.
Summary
The finding of underperformance by Agrawal, et al (1992) is according to them partly due the
concept of efficient capital markets. Previous research on mergers was focused on
announcement returns in assessing the performance of M&A. This approach assumes that
markets are efficient so the post-merger returns are not used in the analyses. The theory
behind this is that in efficient markets stock prices should include all information about the
future and therefore also the success or failure of a merger.
According to Berger and Ofek (1995) diversification will lead to a reduction in firm value.
The research estimated that the value reduction averages 15 percent. The research also shows
that diversified firms have a lower operating profit than their undiversified counterparts.
Although diversification seems to produce negative returns the relatedness of the businesses
in the firm mitigates this problem. So firms that diversify with targets that are in the same line
of business will be more likely to create a positive or non-negative return. The reason for this
lies in the utilization of synergies which will be easier with businesses in the same industry.
Conglomerate deals therefore perform the poorest. Benefits that are associated with
diversification, increased tax shield and the utilization of it apparently do not offset the loss in
value.
Concluding this topic, one has to be careful in stating that M&A creates or destroys value.
Research has shown that there is a difference in performance between the target and bidding
shareholders and that this depends on a number of factors like, relatedness of markets,
synergies and the source of payment. When acquiring a firm, managers always have to be
careful in selecting their target. They should be aware that an M&A strategy by itself will
probably not create value. A merger, like any project, should return its opportunity costs or
more.
V. Concluding remark
In the last century the US market underwent five M&A waves. A lot of research has been
spent on the occurrence of the waves, on the characteristics of each wave and on the
performance on M&A in general. Each wave of the last century is different from one another,
but there also seem to be similar characteristics. The waves usually happen in times of
economic boom or recovery and in times of increasing capital markets. Ending of the waves
predominantly occurs due to economic recessions or for example the First Wolrd War in case
for the first merger wave.
Other factors that influence waves are technological innovations and industry shocks. Besides
„shocks‟ in the business environment, managerial behavior also appears to have an influence
on the occurrence of waves. The hubris theory in combination with herding is also given as a
explanation of M&A waves. In this theory managers follow the herd, and managers after the
first-mover are potentially biased with hubris. This means that the „overconfident‟ manager
overstates the value of the synergistic value between the target and bidder firm.
Research done about the performance of M&A also does not come with conclusive
explanations of the potential value creation of mergers and acquisitions. Research does show
that the target shareholders overall perform significantly better on the short term. Such
conclusion cannot be given about the gain of the combined. From previous literature it even
seems to be that long-run performance is negative for the acquiring firm.
References:
Agrawal, A., Jaffe, J. and G. Mandelker. The post-merger performance of acquiring firms: a
reexamination of an anomaly. Journal of Finance, 47 (1992): 1605–1621.
Andrade, G., Mitchell, M.L. and E. Stafford. New evidence and perspectives on mergers.
Journal of Economic Perspectives, 15 (2001): 103-120.
Andrade, G. and E. Stafford. Investigating the economic role of mergers. Journal of Corporate
Finance, 10 (2004): 1-36.
Asquith, P. Merger Bids, Uncertainty, and Stockholders Returns, Journal of Financial
Economics. 11 (1983): 51-83.
Asquith, Paul, Robert Bruner and David Mullins. Merger returns and the form of financing.
Working paper, Massachusetts Institute of Technology (1990).
Berger, P.G. and E. Ofek. Diversification on firm value. Journal of Financial Economics, 37
(1995): 39-65.
Brown, D., and M. Ryngaert. The mode of acquisition in takeovers: Taxes and asymmetric
information. Journal of Finance, 46 (1991): 653-669.
Chandler Jr. and D. Alfred. Corporate strategy and structure: Some current considerations.
Society, 35 (1991): 347-350.
Datta, S., Iskandar-Datta, M. and K. Raman. Executive compensation and corporate
acquisition decisions. Journal of Finance, 55 (2001)L 2299-2336.
Ellert, J.C. Mergers, antitrust law enforcement and stockholder returns. Journal of Finance, 31
(1976): 715-732.
Gort, M. An economic disturbance theory of mergers. Quarterly Journal of Economics, 83
(1969): 624-645.
Grinblatt and Titman. Financial Markets and Corporate Strategy. McGraw-Hill, 2e edition
(2002).
Hartford, J. Corporate cash reserves and acquisitions. Journal of Finance, 54 (1999): 1969-
1997.
Hartford, J. Efficient and distortional components to industry merger waves. Journal of
Financial Economics, (2003).
Hartford, J. What drives merger waves? Journal of Financial Economics, 77 (2005): 529-560.
Houston, J., C. James, and M. Ryngaert. Where do merger gains come from? Bank mergers
from the perspective of insiders and outsiders. Journal of Financial Economics, 60 (2001):
285-331.
Jovanovic, B. and P. Rousseau. The Q-theory of mergers. American Economic Review, 92
(2002): 198-204.
Keynes, John M. The General Theory of Employment, Interest and Money. Londong:
Macmillan, (1936) : 157-58.
Lakonishok, Josef and Theo Vermaelen. Anomalous price behavior around repurchase tender
offers. Journal of Finance, 45 (1990): 455-477.
Lang, L., Stulz, R. and R. Walkling. Managerial performance, Tobin‟s Q and the gains from
successful tender offers. Journal of Financial Economics, 24 (1989): 137-154.
Lambrecht, B. The timing and terms of mergers motivated by economies of scale. Journal of
Financial Economics, 72 (2004): 41-62.
Leeth, J.D. and J.R. Borg. The impact of takeovers on shareholder wealth during the 1920s
merger wave. Journal of Financial Quantitative Analysis, 35 (2002): 217-238.
Loughran, T., and A. Vijh. Do Long-Term Shareholders Benefit From Corporate Acquisition?
Journal of Finance, 52 (1997): 1765-1790.
Malatesta, P.H. The wealth effect of merger activity and the objective functions of merging
firms. Journal of Financial Economics, 11 (1983): 155-181.
Malmendier, U. and G. Tate. CEO Overconfidence and Corporate Investment. Journal of
Finance, 60 (2005): 2661-2700.
Maksimovic, V and G. Phillips. The market for corporate assets: who engages in mergers and
asset sales and are there efficiency gains? Journal of Finance, 56 (2001): 2019-2065.
Martyniva, M., and L. Renneboog. A century of corporate takeovers: What have we learned
and where do we stand? Journal of Banking & Finance, 32 (288): 2148-2177.
Mitchell, M.L. and E. Stafford. Managerial Decisions and Long-Term Stock Price
Performance. Journal of Business, 73 (2000): 287-329.
Mitchell, M.L. and E. Stafford. Managerial Decisions and Long-Term Stock Price
Performance. Journal of Business, 73 (2000): 287-329.
Morck, R., A. Shleifer and R.W. Vishny. Do managerial objectives drive bad acquisitions?
Journal of Finance, 45 (1990): 31-48.
Mueller, D. The Determinants and Effects of Mergers: An International Comparison.
Cambridge (1980): Oelgeschlager, Gunn & Hain.
Mulherin, J.H., and A.L. Boone. Comparing Acquisitions and Divestitures. Journal of
Corporate Finance, 6 (2000): 117-139.
Murphy, Kevin J. Corporate Performance and Managerial Remuneration: An Empirical
Analysis. Journal of Accounting and Economics, 7 (1985): 11-42.
Myers, S. and N. Majluf. Corporate financing and investment decisions when firms have
information that investors do not have. Journal of Financial Economics, 13 (1984): 187-221.
Ravenscraft, D.J. The 1980s merger wave: An industrial organization perspective. The merger
boom (1987): 17-37, Federal Reserve Bank of Boston.
Rau, R.P., and T. Vermaelen, Glamour, value and the post-acquisition performance of
acquiring firms, Journal of Financial Economics, 49 (1998): 223-253.
Roll, R. The hubris hypothesis of corporate takeovers. Journal of Business, 59 (1986): 197-
216.
Schwert, G.W. Markup pricing in mergers and acquisitions. Journal of Financial Economics,
41 (1995): 153-162.
Shleifer, A and R.W. Vishny, Takeovers in the 60s and 80s: Evidence and Implications.
Strategic Management Journal, 12 (1991): 51-59.
Smith, R, and J. Kim. The combined effects of free cash flow and financial slack on bidder
and target stock returns. Journal of Business, 67 (1994): 281-310.
Stigler, G. Monopoly and Oligopoly power by merger. American Economic Review, 40
(1950): 23-34.
Sudi Sudarsanam. Creating Value from Mergers and Acquisitions, the Challenges. Prentic
Hall, Financial Times (2003).
Travlos, N. Corporate takeover bids, methods of payment, and bidding firm‟s stock returns.
Journal of Finance, 42 (1987): 943-964.
Yook, K.C. Larger Return to Cash Acquisitions: Signaling Effect or Leverage Effect? The
Journal of Business, 76 (2003): 477-498.
